SCOTT DEPOT, W.Va.,
June 15, 2011 /PRNewswire/ -- International Coal Group, Inc.
(NYSE: ICO) (the "Company") announced today the effective date of a
Make-Whole Fundamental Change with respect to its 4.00% Convertible
Senior Notes due 2017 (CUSIP: 45928H AG1) (the "Securities").
On June 14, 2011, pursuant to the
Agreement and Plan of Merger, dated as of May 2, 2011, by and among Arch Coal, Inc.
("Arch"), Atlas Acquisition Corp. ("Purchaser") and the Company,
the previously announced tender offer (the "Offer") by Purchaser to
acquire all of the Company's outstanding shares of common stock was
consummated. Following the consummation of the Offer,
Purchaser merged with and into the Company, with the Company
surviving as a wholly owned subsidiary of Arch (the "Merger"), with
effect as of 12:01 a.m., Eastern
time, on June 15, 2011.
Upon the consummation of the Merger, a Make-Whole Fundamental
Change occurred and the conversion rate applicable to the
Securities that are surrendered for conversion during the period
(the "Make-Whole Conversion Period") from, and including,
June 15, 2011, the effective date of the Make-Whole
Fundamental Change relating to the Merger, to, and including, the
Fundamental Change Repurchase Date (as defined below), has been
increased, pursuant to the indenture governing the Securities (as
amended and supplemented, the "Indenture"), by 7.0006 shares of the
Company's common stock per $1,000
principal amount of Securities.
Accordingly, upon surrender of Securities for conversion
following the Merger in connection with the Make-Whole Fundamental
Change resulting from the Merger, the Company's conversion
obligation during the Make-Whole Conversion Period will be
calculated based solely on the $14.60
in cash per share of common stock received by the Company's
stockholders in the Merger (the "Merger Consideration") and shall
be deemed to be an amount equal to, per $1,000 principal amount of converted Securities,
the applicable conversion rate of 179.0880 shares of common stock
per $1,000 principal amount of
Securities (which includes the Make-Whole Applicable Increase (as
defined in the Indenture)), multiplied by the Merger
Consideration.
Based on the above, holders of Securities surrendered for
conversion during the Make-Whole Conversion Period will be entitled
to receive, at settlement, $2,614.6848 in cash for each $1,000 principal amount of Securities surrendered
for conversion.
In connection with the Merger, only holders who convert their
Securities during the Make-Whole Conversion Period shall be
entitled to receive the Make-Whole Applicable Increase.
In addition, upon the Fundamental Change (as defined in the
Indenture) resulting from the consummation of the Offer, each
holder of Securities would have the right, at such holder's option,
to require the Company to repurchase all of such holder's
Securities (or portions thereof that are integral multiples of
$1,000 in principal amount), at a
price, payable in cash, equal to 100% of the principal amount of
the Securities (or portions thereof) to be so repurchased on a date
selected by the Company (the "Fundamental Change Repurchase Date"),
which shall be no later than 35 days, nor earlier than 20 days,
after the date the Fundamental Change Notice is mailed in
accordance with the Indenture. The Fundamental Change Notice
is required to be mailed by the Company no later than July 13, 2011.
Accordingly, the Fundamental Change Repurchase Date relating
to the consummation of the Offer, which will be announced at a
later date by the Company, may occur as early as July 5, 2011
and as late as August 17, 2011.
Holders should be aware that the Indenture governs the
conversion procedure for Securities surrendered for conversion.
In this regard, if a holder converts its Securities on or
after June 15, 2011, the Securities will be convertible into
the same type (and same proportions) of the Merger Consideration
payable to the Company's stockholders in the Merger. The
Company has executed with the trustee for the Securities a
supplemental indenture providing for such change in the right to
convert the Securities.
As a result, and in accordance with the Indenture, holders of
Securities surrendered for conversion as and when permitted by the
Indenture after the expiration of the Make-Whole Conversion Period
will be entitled to receive, at settlement, $2,512.47604 in cash for each $1,000 principal amount of Securities surrendered
for conversion.
General Information
The Company is a leading producer of coal in Northern and
Central Appalachia and the Illinois Basin. The Company has 13 active
mining complexes, of which 12 are located in Northern and Central
Appalachia and one in Central
Illinois. The Company's mining operations and reserves are
strategically located to serve utility, metallurgical and
industrial customers domestically and internationally.
Statements in this press release that are not historical
facts are forward-looking statements and may involve a number of
risks and uncertainties. We have used the words "anticipate,"
"believe," "could," "estimate," "expect," "intend," "may," "plan,"
"predict," "project" and similar terms and phrases, including
references to assumptions, to identify forward-looking statements.
These forward-looking statements are made based on expectations and
beliefs concerning future events affecting us and are subject to
various risks, uncertainties and factors relating to our operations
and business environment, all of which are difficult to predict and
many of which are beyond our control, that could cause our actual
results to differ materially from those matters expressed in or
implied by these forward-looking statements.
SOURCE International Coal Group, Inc.